EX-10.1



 Exhibit 10.1 

NOTE PURCHASE AGREEMENT 
 This
Note Purchase Agreement, effective as of May 29, 2014 (this “Agreement”), is among each of the purchasers listed on Schedule 1 (each, a “Purchaser” and collectively, the “Purchasers”)
and Azithromycin Royalty Sub LLC, a Delaware limited liability company (the “Issuer”). 
 PRELIMINARY STATEMENTS: 

A. Pursuant to the Indenture dated as of February 21, 2008 (as amended, restated, supplemented or otherwise modified, the
“Indenture”), between the Issuer and U.S. Bank, National Association, as trustee (in such capacity, the “Trustee”), the Issuer issued its Azithromycin PhaRMASM
Secured 16% Notes due 2019 (collectively, the “Notes”). 
 B. The Purchasers own all of the issued and outstanding Notes.
The Issuer desires to purchase, and each Purchaser desire to sell, the Notes pursuant to the terms and conditions of this Agreement. 

AGREEMENT: 
 In consideration of
the foregoing and the mutual agreements contained in this Agreement, the receipt and sufficiency of which are acknowledged, each Purchaser (severally and not jointly) and the Issuer hereby agrees as follows: 

1. Purchase and Sale of the Notes. 

(a) Upon execution of this Agreement by the Issuer and Purchasers holding 100% of the Notes and the Issuer’s payment to each Purchaser
such Purchaser’s pro rata portion of $6,000,000 as set forth for such Purchaser on Schedule 1 (such amount for such Purchaser, the “Purchase Price”) as set forth in this Agreement, the Issuer hereby purchases, and each
Purchaser hereby sells (such purchase and sale, the “Note Purchase”), all of the issued and outstanding principal amount of the Notes beneficially owned by such Purchaser, together with all accrued and unpaid interest thereon.
Receipt by a Purchaser of the Purchase Price as set forth in this Agreement (a) constitutes the sale, assignment and transfer to the Issuer of all right, title and interest in and to the Notes beneficially owned by such Purchaser, together with
all accrued and unpaid interest thereon, and (b) satisfaction of all outstanding obligations of the Issuer under the Indenture. 
 (b)
The Note Purchase date will occur promptly after execution and delivery of this Agreement by the Issuer and each of the Purchasers, such date to be mutually agreed by the parties, but no later than 30 days after the date of this Agreement (the
“Purchase Date”). The delivery of the Notes to the Issuer will occur through the facilities of The Depository Trust Company (the “DTC”) pursuant to a DWAC Withdrawal process as set forth in this Agreement. 

2. Further Agreements. 

(a) On the Purchase Date, the Issuer shall pay the applicable Purchase Price to each Purchaser by the wire transfer of cash pursuant to
written instructions provided by such Purchaser. On the Purchase Date, the Issuer shall authorize the Trustee to approve the DWAC Withdrawals for the Notes from the Purchasers with a settlement date of the Purchase Date. 







 (b) On the Purchase Date, upon receipt of the Purchase Price each Purchaser shall deliver the
Notes beneficially owned by it to the Issuer by causing its DTC participant to initiate a DWAC Withdrawal for such Notes with a settlement date of the Purchase Date. Upon the reasonable request of the Issuer or the Trustee, each Purchaser shall
execute and deliver additional documents and take such further acts that are reasonably necessary to effect the Note Purchase. No Purchaser shall sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber the Notes beneficially
owned by it, nor any accrued or unpaid interest thereon, prior to their delivery to the Issuer. 
 3. Representations. 

(a) Each Purchaser represents (severally and not jointly) that, as of the date hereof and as of the Purchase Date, (i) such Purchaser
owns the aggregate principal amount of the Notes specified for such Purchaser on Schedule 1, and the accrued and unpaid interest thereon, free and clear of any liens, other encumbrances or adverse claims (“Liens”) other than
any Liens (A) arising by operation of applicable law, (B) arising by operation of any organizational documents of the Issuer or the Indenture or (C) created by or imposed by the Issuer (collectively, “Permitted
Liens”), (ii) such Notes are held through the book-entry facilities of DTC by the DTC participant listed on the signature page hereto for such Purchaser, (iii) the Notes to be delivered are not subject to any Liens other than
Permitted Liens, (iv) the Note Purchase will not result in or require the creation or imposition of any Lien on the Notes other than Permitted Liens, (v) all organizational action on the part of such Purchaser, its officers, directors,
managers, shareholders and members necessary for the authorization of the Note Purchase and the authorization, execution, delivery and performance of this Agreement by such Purchaser has been taken, (vi) such Purchaser’s execution,
delivery and performance of this Agreement requires no consent of, action by or in respect of, or filing with, any person (except as may be required pursuant to the Indenture), governmental body, agency or official, (vii) such Purchaser has
full power and authority to deliver Notes beneficially owned by it, together with all accrued and unpaid interest thereon, in the Note Purchase and (viii) this Agreement is a valid binding agreement, enforceable against such Purchaser in
accordance with its terms. 
 (b) The Issuer represents that, as of the date hereof and as of the Purchase Date, (i) all organizational
action on the part of the Issuer, its managers and members necessary for the authorization of the Note Purchase and the authorization, execution, delivery and performance of this Agreement has been taken, (ii) the Issuer’s execution,
delivery and performance of this Agreement requires no consent of, action by or in respect of, or filing with, any person, governmental body, agency or official, (iii) the Issuer has full power and authority to enter into this Agreement and to
consummate the Note Purchase and (iv) this Agreement is a valid and binding agreement, enforceable against the Issuer in accordance with its terms. 

4. Miscellaneous. 
 (a)
(i) Each Purchaser acknowledges that it is a sophisticated qualified institutional investor with extensive expertise and experience in financial and business matters and in evaluating debt securities and purchasing and selling such securities, that
none of the Issuer or any of its members, managers, employees, affiliates, agents or other related persons (together with the Issuer, the “Issuer Parties” and each, an “Issuer Party”) has given any investment advice
or rendered any opinion to such Purchaser regarding the Note Purchase or the value of the Notes, that such Purchaser is not relying on any representation or warranty of any Issuer Party (other than as specifically set forth in
Section 3(b)) and that such Purchaser has had access to such information as it has deemed necessary in order to make its decision to participate in the Note Purchase. Each Purchaser has relied upon its own assessment of the Issuer and
its analysis of the value, merits and risks of the Notes in making its decision to consummate the Note Purchase. 

  
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 (ii) The Issuer acknowledges that it is an accredited investor (as defined in Rule 501 of
Regulation D of the Securities Act (as defined below)) with extensive expertise and experience in financial and business matters and in evaluating the Notes and issuing and selling the Notes, that none of the Purchasers or any of their respective
members, managers, employees, affiliates, agents or other related persons (together with the Purchasers, the “Purchaser Parties” and each, a “Purchaser Party”) has given any investment advice or rendered any opinion
to the Issuer regarding the Note Purchase or the value of the Notes, that the Issuer is not relying on any representation or warranty of any Purchaser Party (other than as specifically set forth in Section 3(a)) and that the Issuer has
had access to such information as it has deemed necessary in order to make its decision to participate in the Note Purchase. The Issuer has relied upon its own assessment and analysis of the value, merits and risks of the Notes in making its
decision to consummate the Note Purchase and is acquiring the Notes for investment, solely for its own account and without a view to any public resale or other distribution of the Notes in violation of the Securities Act of 1933, as amended (the
“Securities Act”) or any other applicable securities law and acknowledges that the Notes have not been offered or sold to it by means of a general solicitation or advertising within the meaning of Rule 502(c) under the Securities
Act. 
 (b) Each Purchaser acknowledges that it has been informed by the Issuer that the Issuer and the Issuer Parties may have in their
possession (i) non-public information and information not known to the Purchasers concerning the Issuer or the other Issuer Parties, including information regarding the Issuer’s (or any other Issuer Party’s) business, operations and
prospects, and (ii) non-public information specifically relating to the Notes, that if known publicly or by the Purchasers could materially affect the market price and value of the Notes (collectively, the “Issuer
Information”), that may be positive or negative. Each Purchaser acknowledges that by entering into the Note Purchase, it will no longer have any interest in the Notes and such Purchase will therefore forego any future appreciation in the
value of the Notes. 
 (c) This Agreement is governed by, and construed in accordance with, the laws of the State of New York. Any legal
action or proceeding with respect to this Agreement or the Note Purchase shall be brought in the courts of the State of New York or of the United States located in New York County, New York. By execution and delivery of this Agreement, each
Purchaser irrevocably agrees to the jurisdiction of those courts and waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which such Purchaser may now or hereafter have to the
bringing of any action or proceeding in such courts in respect of this Agreement or the Note Purchase. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 
 (d) This Agreement may be
executed in counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. In case any provision in this Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions is not in any way be affected or impaired thereby. 
 (e) Each party hereto bears all of its legal, accounting
and other costs and expenses incident to the negotiation of this Agreement and the performance of the transactions contemplated herein. 

  
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 (f) The Issuer acknowledges and agrees that each Purchaser, each of which is a separate legal
entity with a different investor population, is acting severally hereunder as if each Purchaser were the signatory of a separate Note Purchase Agreement, and that no Purchaser shall have any liability or responsibility for the other Purchasers in
respect of any matter arising hereunder. 
 (Signature Page(s) Follow) 

  
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 Executed, delivered and effective as of the date first written above. 

 

									
		 		 	AZITHROMYCIN ROYALTY SUB LLC
				
		 		 	By:	 	InSite Vision Incorporated,
		 		 		 	its manager
				
		 		 	By:	 	  /s/ Timothy M. Ruane

		 		 		 	Name:	 	Timothy M. Ruane
		 		 		 	Title:	 	Chief Executive Officer
		 		 		 	Date:	 	June 10, 2014


  
 [Signature Page to Note
Purchase Agreement] 








 Executed, delivered and effective as of the date first written above. 

 

									
		 		 	NEXPOINT CREDIT STRATEGIES
				
		 		 	By:	 	  /s/ Dustin Norris

		 		 		 	Name:	 	Dustin Norris
		 		 		 	Title:	 	Asst. Treasurer
			
		 		 	DTC Participant: 997
		 		 	Participant Number: 20997


  
 [Signature Page to Note
Purchase Agreement] 








 Executed, delivered and effective as of the date first written above. 

 

									
		 		 	QVT FUND V LP
				
		 		 	By:	 	QVT ASSOCIATES GP LLC,
		 		 		 	its general partner
				
		 		 	By:	 	  /s/ Tracy Fu

		 		 		 	Name:	 	Tracy Fu
		 		 		 	Title:	 	Managing Member
			
		 		 	DTC Participant: 573
		 		 	Participant Number: 10607701


  
 [Signature Page to Note
Purchase Agreement] 








 Executed, delivered and effective as of the date first written above. 

 

									
		 		 	QVT FUND IV LP
				
		 		 	By:	 	QVT ASSOCIATES GP LLC,
		 		 		 	its general partner
				
		 		 	By:	 	  /s/ Tracy Fu

		 		 		 	Name:	 	Tracy Fu
		 		 		 	Title:	 	Managing Member
			
		 		 	DTC Participant: 573
		 		 	Participant Number: 10606692


  
 [Signature Page to Note
Purchase Agreement] 








 Executed, delivered and effective as of the date first written above. 

 

									
		 		 	QUINTESSENCE FUND LP
				
		 		 	By:	 	QVT ASSOCIATES GP LLC,
		 		 		 	its general partner
					
		 		 	By:	 	By:	 	  /s/ Tracy Fu

		 		 		 	Name:	 	Tracy Fu
		 		 		 	Title:	 	Managing Member
			
		 		 	DTC Participant: 573
		 		 	Participant Number: 10604381


  
 [Signature Page to Note
Purchase Agreement] 








 Executed, delivered and effective as of the date first written above. 

 

									
		 		 	ING BANK N.V.
				
		 		 	By:	 	  /s/ Guy David Hugo Thomas

		 		 		 	Name:	 	Guy David Hugo Thomas
		 		 		 	Title:	 	Authorized Signatory
				
		 		 	By:	 	  /s/ Michael Amos

		 		 		 	Name:	 	Michael Amos
		 		 		 	Title:	 	Authorized Signatory
			
		 		 	DTC Participant: 2164
		 		 	Participant Number: 669569


  
 [Signature Page to Note
Purchase Agreement] 








 Executed, delivered and effective as of the date first written above. 

 

									
		 		 	PIONEER FLOATING RATE TRUST
				
		 		 	By:	 	PIONEER INVESTMENT MANAGEMENT,
		 		 		 	INC., its advisor
				
		 		 	By:	 	  /s/ Jonathan D. Sharkey

		 		 		 	Name:	 	Jonathan D. Sharkey
		 		 		 	Title:	 	Senior Vice President
			
		 		 	DTC Participant: Brown Brothers Harriman
		 		 	Participant Number: 6165518


  
 [Signature Page to Note
Purchase Agreement] 








 Executed, delivered and effective as of the date first written above. 

 

									
		 		 	WDCRK SIP L.P.
				
		 		 	By:	 	  /s/ Matthew C. Sandoval

		 		 		 	Name:	 	Matthew C. Sandoval
		 		 		 	Title:	 	Managing Director
			
		 		 	DTC Participant: 997
		 		 	Participant Number:


  
 [Signature Page to Note
Purchase Agreement] 








 Executed, delivered and effective as of the date first written above. 

 

									
		 		 	MORGAN STANLEY & CO. LLC
				
		 		 	By:	 	  /s/ Adam Savarese

		 		 		 	Name:	 	Adam Savarese
		 		 		 	Title:	 	Authorized Signatory
			
		 		 	DTC Participant: Morgan Stanley & Co. LLC
		 		 	Participant Number: 050


  
 [Signature Page to Note
Purchase Agreement] 








 SCHEDULE 1 

Purchasers; Notes; Purchase Price 
  

													
	 Purchaser
	  	Notes (original
principal amount)	 	  	CUSIP	 	  	Purchase Price	 
	 QVT Fund V LP
	  	$	13,075,000	  	  	 	05478PAA4	  	  	$	1,307,500	  
	 QVT Fund IV LP
	  	$	2,400,000	  	  	 	05478PAA4	  	  	$	240,000	  
	 Quintessence Fund LP
	  	$	2,228,000	  	  	 	05478PAA4	  	  	$	222,800	  
	 NexPoint Strategies
	  	$	15,000,000	  	  	 	05478PAA4	  	  	$	1,500,000	  
	 Pioneer Floating Rate Trust
	  	$	9,429,000	  	  	 	05478PAA4	  	  	$	942,900	  
	 Morgan Stanley & Co. LLC
	  	$	6,297,000	  	  	 	05478PAA4	  	  	$	629,700	  
	 ING Bank N.V.
	  	$	6,000,000	  	  	 	05478PAA4	  	  	$	600,000	  
	 WDCRK SIP L.P.
	  	$	5,571,000	  	  	 	05478PAA4	  	  	$	557,100	  
	 Total:
	  	$	60,000,000	  	  	 	05478PAA4	  	  	$	6,000,000